Specific sections of the Companies Amendment Act, 2024 and the entire Companies Second Amendment Act, 2024 (collectively, Companies Amendment Acts, 2024) came into effect on 27 December 2024. The Companies Amendment Acts, 2024 introduce several changes to the Companies Act, 2008 (Companies Act).
Several amendments in the Companies Amendment Acts, 2024 that have not come into effect require the manner and form of documents, fees, or other items to be prescribed or determinations to be published, including through amended Companies Regulations, to implement the relevant amendment. However, updates to the Companies Regulations have not yet been published.
Key amendments that are not yet in effect include:
- the new remuneration provisions requiring (among other things), shareholder approval of public and state-owned companies' remuneration policies and remuneration reports;
- the provisions enabling third parties to access certain company records, including annual financial statements, directly from certain categories of companies;
- the amendments altering how a private company will be considered a "regulated company" for purposes of the application of the takeover provisions; and
- the provisions empowering the court to validate invalid creations, allotments or issues of shares.
Below we highlight the key corporate-related amendments to the Companies Act, 2024. Amendments highlighted in green are in effect and amendments highlighted in red are not in effect at the time of writing. Where relevant, practical actions that companies should take to comply with the new amendments or to address the impact of the new amendments, once effective, are included.
Read our insight on the Companies Amendment Acts, 2024, including the provisions not yet in effect, here.
COMPANIES AMENDMENT ACTS, 2024 | ||
SUMMARY OF KEY AMENDMENTS | PRACTICAL ACTION FOR COMPANIES | |
![]() The effective date of MOI amendments Section 16(9) IN EFFECT |
Amendments to the MOI take effect either 10 business days afterreceiptof the Notice of Amendment by the Companies and Intellectual Propety Commission (CIPC) (unless endorsed sooner or rejected by the CIPC) or such later date specified in the Notice of Amendment. | Consider the timing of transactions involving amendments to an MOI. Build in requisite time in transactional agreements where amendments to the MOI are required. |
![]() Third-party access to information Section 26 NOT IN EFFECT |
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Have systems in place to comply with obligations to disclose requested information and to guarantee that only lawfully requested information is disclosed as per the Companies Act. |
![]() AFS and the filing of AFS with annual returns Sections 30(4) and 33(1) NOT IN EFFECT |
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Companies that have not yet named their directors or prescribed officers in their AFS must correct this. |
![]() Directors and POs' remuneration Sections 30A and 30B NOT IN EFFECT |
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![]() Courts can rectify invalid share creations and issues Section 38A NOT IN EFFECT |
If a relevant court receives an application made by the company or a party who holds an interest in the company, the court may validate an invalid creation, allotment or issue of shares, should the court find it is just and equitable to do so. | |
![]() Presentation of remuneration report at public company's AGM Section 61(8)(a)(iv) IN EFFECT |
The presentation of a remuneration
report must form part of the minimum business to be transacted at a
public company's AGM.
. Notwithstanding that this amendment is now effective, the obligations on public and state-owned companies to present the remuneration report and remuneration policy for shareholder approval and the consequences of non-approval of the remuneration report (sections 30A and 30B) are not yet effective. |
Consider the revised requirements and how to approach such, given the substantive provisions to present the remuneration report for shareholder approval are not yet effective. |
![]() Intra-group financial assistance exemption Section 45(2A) IN EFFECT |
The financial assistance requirements in section 45 of the Companies Act do not apply to a company providing financial assistance to, or for the benefit of its subsidiaries, as defined in the Companies Act. This exemption does not apply to a beneficiary that otherwise meets the definition of a subsidiary but is a foreign entity. | Review MOIs to assess whether there are provisions that allow for the passing of special resolutions where a company provides financial assistance to its subsidiaries. If these provisions were included to reflect the position of the Companies Act, they should be removed. If, however, the provisions are a commercial requirement, they should be retained. The provisions should not be removed where they relate to financial assistance to a foreign entity which would otherwise meet the definition of a subsidiary (in which case, the exemption does not apply). |
![]() Requirements for share repurchases Section 48(8) IN EFFECT |
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Review MOIs to assess whether there are provisions reflecting compliance with the previously stated provision. If so, these provisions should be removed or updated to refer to the new position unless there is a commercial reason for the provision. |
![]() Social & Ethics Committee (SEC) Various sub-sections of section 72 and sections 61(8)(a) and (c) IN EFFECT |
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![]() Social & Ethics Committee (SEC) Sections 72(6B) and 72(12) NOT IN EFFECT |
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![]() Appointment of auditors/auditor disqualification periods Section 90 IN EFFECT |
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Review MOIs to assess whether there are provisions reflecting compliance with the previously stated provision and if so, these provisions should be removed or updated to refer to the new position. |
![]() Employee share schemes Section 95(1)(c) IN EFFECT |
The definition of "employee share scheme" in section 95(1)(c) now includes share purchase (in addition to share issuance and share option grants). | If companies were previously unable to register their schemes because it was a purchase scheme, they should revisit the scheme and consider whether to register. |
![]() Application of the takeover provisions in respect of private companies Section 118(1)(c)(i) NOT IN EFFECT |
The takeover provisions in the Companies Act and Companies Regulations apply to affected transactions or offers involving a private company or its securities if the private company: (i) has ten or more shareholders with a direct or indirect shareholding in the company; and (ii) meets or exceeds the financial threshold of annual turnover or asset value to be determined by the Minister (in consultation with the Takeover Regulation Panel). In this case, a private company will be considered a regulated company for purposes of applying the takeover provisions. The TRP may exempt particular transactions affecting an in-scope private company. |
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![]() Director liability: Proceedings to recover loss/Relaxation of time bars Section 77(7) IN EFFECT |
The Prescription Act, 1969 does not apply to proceedings to recover loss under section 77(7). A court may, on good cause shown, extend the period (three years), regardless of whether the period has expired. This amendment applies retrospectively. | |
![]() Director delinquency and probation applications / Relaxation of time bars Sections 162(2) and 162(3) IN EFFECT |
The application time to declare a person a delinquent director or under probation has been extended to 60 months after that person ceases to be a director. A court may, on good cause shown, further extend such period. This amendment applies retrospectively. | |
![]() Definition of securities Section 1 IN EFFECT |
The definition of securities has been limited to shares and debentures (ie "or other instruments" has been deleted). | |
![]() Other Sections 40, 135, 160, 167, 194 and 204 IN EFFECT |
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Corporate agreements with alternative dispute resolution mechanisms such as referring disputes to the Companies Tribunal, should be reviewed to assess their continued suitability given the amendments. |
![]() Other Sections 25, 166 and 195 NOT IN EFFECT |
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Corporate agreements with alternative dispute resolution mechanisms such as referring disputes to the Companies Tribunal, should be reviewed to assess their continued suitability given the amendments. |
Originally published 22 Jan 2025.
The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.